UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices)
Registrant’s telephone number, including area code (
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
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| OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective September 29, 2025, ONAR Holding Corporation (the “Company”) amended its Articles of Incorporation (as amended, the “Articles of Incorporation”) to increase the authorized number of shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company from 450,000,000 shares to 1,000,000,000 shares (the “Amendment”).
As previously disclosed in the Company’s Definitive Information Statement, as filed with the United States Securities and Exchange Commission on Schedule 14C on August 20, 2025, the Amendment was approved by the Company’s board of directors on July 30, 2025, subject to stockholder approval, and subsequently approved by written consent of approximately 83.5% of the voting power of the Company’s outstanding Common Stock.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
The information reported in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONAR Holding Corporation | ||
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Date: October 2, 2025 | By: | /s/ Claude Zdanow | |
| Name: | Claude Zdanow |
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| Title: | Chief Executive Officer |
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EXHIBIT 3.1
Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390- After Issuance of Stock)
| 1. | Entity information: |
Name of entity as on file with the Nevada Secretary of State:
ONAR Holding Corporation
Entity or Nevada Business Identification Number (NVID): NV20141337634
| 2. | Restated or Amended and Restated Articles: |
☐ Certificate to Accompany Restated Articles or Amended and Restated Articles
☐ Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: _______
The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
☐ Amended and Restated Articles
* Restated or Amended and Restated Articles must be included with this filing type.
| 3. | Type of Amendment Filing Being Completed: |
☐ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)
The undersigned declare that they constitute at least two-thirds of the following:
(Check only one box) ☐ incorporators ☐ Board of Directors
The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued
☒ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 83.5%
Or ☐ No action by stockholders are required
☐ Officer’s Statement (foreign qualified entities only) -
Name of home state, if using a modified name in Nevada: ___________________
Jurisdiction of formation: ___________________
Changes to takes the following effect:
☐ The entity name has been amended.
☐ Dissolution
☐ The purpose of the entity has been amended.
☐ Merger
☐ The authorized shares have been amended.
☐ Conversion
☐ Other: (specify changes)
* Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporation’s creation.
| 4. | Effective Date and Time: (optional) |
Date: ____________________ Time: _________
(must not be later than 90 days after the certificate is filed)
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| 5. | Information Being Changed: (Domestic corporations only) |
☐ The entity name has been amended.
☐ The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)
☐ The purpose of the entity has been amended.
☒ The authorized shares have been amended.
☐ The directors, managers or general partners have been amended.
☐ IRS tax language has been added.
☐ Articles have been added.
☐ Articles have been deleted.
☐ Other.
The articles have been amended as follows: (provide article numbers, if available)
See below.
| 6. | Signature: |
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Please include any required or optional information in space below:
(attached additional page(s) if necessary)
The first sentence of ARTICLE III of the Company’s Articles of Incorporation is to be replaced in its entirety with the following sentence is substitution thereof:
“The number of shares of Common Stock authorized by the Corporation shall be 1,000,000,000 common shares, par value $0.001 per share.”
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